6-465. Merger of associations or corporations

A. An association operating under this chapter may merge into or with one or more associations, whether operating under this chapter or otherwise, or into or with any other corporation, except a corporation or association operating an insurance business, other than title insurance, pursuant to title 20. The board of directors of each merging association or corporation, by resolution adopted by a majority vote of all members of such board, must approve the plan of merger, which shall set forth:

1. The name of each merging association or corporation, and the name of the continuing association or corporation and the location of its principal office.

2. The amount of capital, reserves, and undivided profits of the continuing association or corporation, and the kinds of shares and other types of capital to be issued thereby.

3. The articles of incorporation of the continuing association or corporation.

4. A detailed pro forma financial statement of the assets and liabilities of the continuing association or corporation.

5. The manner and basis of converting the capital of each merging association or corporation into capital of the continuing association or corporation.

6. The other terms and conditions of the merger and the method of effectuating the same.

7. Such other provisions with respect to the merger as appear necessary or desirable, or as the superintendent may reasonably require to enable him to discharge his duties with respect to such merger.

B. The plan of merger adopted shall be submitted to the superintendent for approval, together with a certified copy of the authorizing resolution of each board of directors, showing approval by a majority of the entire board of each merging association operating under this chapter and evidence of proper action by the board of any other merging association or corporation. The superintendent may make or cause to be made an examination of the affairs of each of the merging associations or corporations. The superintendent may approve the plan of merger if, after appropriate inquiry into the affairs of each of the merging associations or corporations, he finds that:

1. If the resulting association or corporation is an association operating under this chapter, the continuing association meets the requirements of this chapter as to the organization of a new association.

2. The plan provides an adequate capital structure.

3. The plan is fair to all persons affected.

4. The plan meets the approval of the insurance corporation, if such approval is required.

C. If the superintendent disapproves the plan of merger, he shall state his objections in writing and give the merging associations or corporations an opportunity to amend the plan of merger to eliminate such objections.

D. Except as provided by subsection F of this section, after approval by the superintendent, the plan of merger shall be submitted to a vote of the members of each merging association operating under this chapter and to the members or stockholders of any other merging association or corporation to the extent required by the laws and rules applicable to the other merging association or corporation. Each meeting of the members of an association operating under this chapter shall be called and held in accordance with section 6-415. The plan shall be approved by the members of an association operating under this chapter if the plan receives, in the affirmative, a majority of the total number of votes which all members of the association are entitled to cast or such greater percentage of the votes as the articles of incorporation of the association require. Each meeting of any other association or corporation shall be called and held, and the required majority must be obtained, in accordance with the law and regulations applicable to such association or corporation.

E. A report of proceedings at the meeting of the members or stockholders of each association or corporation, certified by the president or a vice-president and attested by the secretary thereof, and setting forth the notice given and time of mailing thereof, the vote on the plan of merger, and the total number of votes which all members or stockholders of the association or corporation were entitled to cast thereon, shall be filed in duplicate with the superintendent, except that if no member or stockholder vote is required by an association or corporation, the association or corporation shall file a report to that effect, in duplicate, certified by the president or vice-president and attested by the secretary of the association or corporation. Any report filed under this subsection shall be accompanied by the plan of merger, duly executed by each merging association or corporation. The superintendent thereupon shall issue to the continuing association or corporation a certificate of merger, setting forth the name of each merging association or corporation and the name of the continuing association or corporation, and the articles of incorporation of the continuing association or corporation.

F. Unless required by its articles of incorporation, a vote of the members of the continuing association or corporation is not necessary to authorize a merger if either:

1. No shares of common stock are to be issued by the continuing association or corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger.

2. The authorized but unissued shares or the treasury shares of common stock of the continuing association or corporation to be issued or delivered under the plan of merger plus those initially issuable on conversion of any other shares, securities and obligations to be issued or delivered under the plan do not exceed twenty per cent of the shares of common stock of the association or corporation outstanding immediately before the effective date of the merger. If a plan of merger is adopted pursuant to this subsection, a statement that the plan has been so adopted and that, as of the date of the statement, the outstanding shares of the continuing association or corporation were such as to render this subsection applicable shall be certified by the president or vice-president and attested by the secretary and shall be attached to the plan of merger. The plan so approved and the statement described in this subsection shall be filed in duplicate with the superintendent.

G. The merger shall become effective upon the filing with the corporation commission of the certificate of merger in the same manner as articles of incorporation, and the recording of a copy thereof certified by the corporation commission in each county in this state in which the business office of any of the merging associations or corporations was located, and in the county in which the business office of the continuing association or corporation is located, if any.

H. The expenses of any examination made by or at the direction of the superintendent in connection with a proposed merger shall be paid by the merging association or corporation in accordance with the fees fixed for special examination by section 6-125.

I. If the continuing association or corporation is to be governed by the laws of any jurisdiction other than this state, it shall comply with the applicable provisions of the laws under which it is organized and shall comply with the laws of this state with respect to foreign corporations if it is to transact business in this state.